GPW - Giełda Papierów Wartościowych w Warszawie S.A.

Legal Proceedings Report • May 20, 2022

Current Report No. 6/2022Date: 19 May 2022Topic: Disclosure ofdelayed inside information regarding conditional approval by the GPWManagement Board to acquire a 65.03% stake in the Armenia SecuritiesExchange.Legal basis: Article 17(4) MAR - notice of delay indisclosure of inside information.Content:The ManagementBoard of the Warsaw Stock Exchange ("GPW", "Company"), acting pursuantto Article 17(1) and (4) of Regulation (EU) No 596/2014 of the EuropeanParliament and of the Council on market abuse and repealing Directive2003/6/EC of the European Parliament and of the Council and CommissionDirectives 2003/124/EC, 2003/125/EC and 2004/72/EC ("MAR"), due to thecessation of the conditions for delaying inside information, publishesinside information concerning the conditional approval of the GPWManagement Board regarding the acquisition of 65.03% of shares in theArmenia Securities Exchange.Content of the inside informationdelayed on 12 May 2022 pursuant to Article 17(4) MAR:"Further tocurrent reports no. 20/2020 dated 18 September 2020 and no. 21/2020dated 18 September 2020, the Management Board of the Warsaw StockExchange ("GPW", "Company", "Exchange") announces that on 12 May 2022,the Management Board has conditionally approved the acquisition of a65.03% interest in the Armenia Securities Exchange ("AMX").Theseller, the Central Bank of Armenia ("CBoA"), currently holds a 90.05%interest in the share capital of AMX. As a result of the transaction,GPW will acquire 967 ordinary shares of AMX, representing a 65.03%interest in the total share capital of the acquired company, for a priceof AMD 826,297,550.00 (based on the average exchange rate of AMD on 4May 2022), i.e., PLN 8,425,589.37 (in words: eight million four hundredand twenty-five thousand five hundred and eighty-nine pointthirty-seven). GPW will therefore become the majority shareholder of AMX.Asa result of the transaction, AMX's ownership structure will be asfollows:- AMX: 148 Treasury shares; 9.95% of the company's sharecapital.- CBoA: 372 shares; 25.02% of the company's share capital.-GPW: 967 shares; 65.03% of the company's share capital.Asa result of the transaction, GPW will indirectly take control of theCentral Depository of Armenia ("CDA"), the central securities depositoryof Armenia, in which AMX currently holds a 100% stake.The totalprice of the shares in AMX acquired by GPW will be AMD 826,297,550.00,payable in two tranches:1. the first tranche in the amount of AMD498,765,150.00 payable upon signing the Share Purchase Agreement,obtaining the approval of the Central Bank of Armenia for theacquisition of the shares, and fulfilling the other formal conditionsrequired under the Agreement, and2. the second tranche in the amountof AMD 327,532,400.00 payable subject to the completion of allproceedings to which AMX is a party and which are set out in the SharePurchase Agreement in the manner set out therein.The differencein the price of AMX shares compared to the price agreed by the partiesin the Term Sheet signed with the Central Bank of Armenia on 18September 2020 is due in particular to: change in the book value of thecompany which took place in the period after the signing of the TermSheet, the findings made by GPW as a result of the due diligence of thecompany, and exchange rate differences.The acquisition of shares inAMX by GPW will depend, among others, on the receipt of requiredcorporate approvals. The Exchange Management Board has requested theExchange Supervisory Board to approve the acquisition of shares in AMX."Thepublication of the Inside Information of 12 May 2022 has been delayeddue to the conditions referred to in Article 17(4) MAR.Legalbasis: Article 17(4) of Regulation (EU) No 596/2014 of the EuropeanParliament and of the Council on market abuse and repealing Directive2003/6/EC of the European Parliament and of the Council and CommissionDirectives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ L 173).